Case 09-33211-hdh11 Doc 120 Filed 10/06/09 Entered 10/06/09 17:09:53 Desc

NORTHERN DISTRICT OF TEXAS

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ENTERED
TAWANA C. MARSHALL, CLERK
THE DATE OF ENTRY IS
ON THE COURT'S DOCKET

The following constitutes the ruling of the court and has the force and effect therein described.

Signed October 6, 2009 United States Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION

IN RE: §
§
SILVEROAK HOLDINGS LTD. § CASE NO. 09-33211-HDH
a/k/a BOB’S STEAK AND CHOP § CHAPTER 11
HOUSE RESTAURANT, §
§
DEBTOR. §

ORDER APPROVING SALE PROCEDURES

Came on for consideration the Debtor’s “Motion for Order Pursuant to 11 U.S.C. §§ 105,

363, and 365 and Bankruptcy Rules 2002, 6004, 6006, and 9014 Approving: (A) Sale of

Substantially All Assets of Debtors and Related Sale Procedures; (B) Assumption and

Assignment of Executory Contracts and unexpired Leases, and (C) Granting Related Relief” (the

“Motion”).

Upon consideration of the Motion, the Court finds that the procedures set forth in the

Motion, as modified herein, are reasonable for the sale of the Debtor’s tangible assets and the

ORDER APPROVING SALE PROCEDURES

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assumption and assignment of certain real property leases and other executory contracts. The

Court therefore finds that the relief sought in the Motion should be, and hereby is, GRANTED. It

is, therefore,

ORDERED that the auction shall be held on November 4, 2009 at 10:00 a.m. at the

Law Office of Robert Milbank, Jr., 900 Jackson Street, Suite 560, Dallas, Texas 75202; and it is

further

ORDERED that a hearing on the approval of the sale and related matters shall be

held by this Court at 1:30 p.m. on November 10, 2009 (the “Sale Hearing”); and it is further

ORDERED that the BSCH Management Company, LLC, or its designee (“BSCH”) shall

be considered the initial bidder at the auction and is deemed to be a qualified bidder and is not

required to submit anything further in order to participate in the auction; and it is further

ORDERED that the terms included in the Term Sheet attached to the Motion (in the

increased gross purchase price of $165,000 in cash and assumption of up to $50,000 in

administrative liabilities offered by BSCH), are approved as an initial bid; it is further

ORDERED that if BSCH is not the successful bidder at the auction, BSCH is entitled to

the allowance and payment of a break-up fee pursuant to Section 503(b)(1) of the Bankruptcy

Code equal to 5% of the cash bid by the winning bidder at the auction, plus 5% of the

administrative expense liabilities assumed by the winning bidder, to be capped at $30,000.00;

and it is further

ORDERED that BSCH has provided a form of Asset Purchase Agreement (“APA”) to

the Trustee, which form the Trustee may provide to interested parties, although it is not required

that other interested parties use the identical form of APA; and it is further

ORDER APPROVING SALE PROCEDURES

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ORDERED that the initial overbid at the auction shall be no less than $20,000.00 more

than the $215,000.00 in aggregate consideration offered by BSCH in the initial bid approved

herein; and it is further

ORDERED that in order to participate in the auction, a bidder must submit to the

Trustee, by no later than close of business on Monday, November 2, 2009 (i) a bid in the

form of an Asset Purchase Agreement, preferably similar in form to that provided by BSCH,

including consideration equal to or in excess of the minimum initial overbid amount, (ii)

documents proving the party’s financial ability to consummate the sale, (iii) designation of those

leases and executory contracts the bidder intends to have assumed and assigned to it, and (iv) a

representation that the bid is not conditioned upon any additional due diligence or financing

approvals; and it is further

ORDERED that the Trustee, in consultation with Frost National Bank., N.A.(“Frost”),

shall determine which bidders, in addition to BSCH, are qualified to participate in the auction;

and it is further

ORDERED that the Trustee, in consultation with Frost, shall select what he believes to be

the highest and best bid (the “Winning Bid”) at the auction, which the Trustee will present to the

Court at the Sale Hearing along with the relevant APA and other supporting documents; and it is

further

ORDERED that if no qualified overbids are received at the auction, the initial bid by

BSCH, as approved herein, shall be deemed to be the Winning Bid, which the Trustee will

present to the Court for approval at the Sale Hearing; and it is further

ORDERED that any objections to these procedures are overruled, other than the

ORDER APPROVING SALE PROCEDURES

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objections of Frost to the sale and the terms thereof, which are reserved until the Sale Hearing;

and it id further

ORDERED that nothing in this order shall prejudice the right of any party to object at the

Sale Hearing to the initial bid presented by BSCH.

# # # END OF ORDER # # #

Submitted by:

Doug Skierski
Texas Bar No. 24008046
dskierski@fslhlaw.com
Erin K. Lovall
Texas Bar No. 24032553
elovall@fslhlaw.com
FRANKLIN SKIERSKI LOVALL HAYWARD LLP
10501 N. Central Expy, Ste. 106
Dallas, Texas 75231
Tel: (972) 755-7100
Fax: (972) 755-7110

ATTORNEYS FOR ROBERT MILBANK, JR.

CHAPTER 11 TRUSTEE

ORDER APPROVING SALE PROCEDURES